UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 1, 2012
METLIFE, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 1-15787 | 13-4075851 | ||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) | ||
|
200 Park Avenue, New York, New York |
10166-0188 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
212-578-2211 (Registrant’s Telephone Number, Including Area Code)
N/A (Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 1, 2012, the plan administrator of the Alico Overseas Pension Plan (the “Plan”) adopted Amendment Number Three to the Plan (the “Amendment”), effective January 1, 2012. The Plan determines each participant’s benefits based on the participant’s years of credited service and final average covered compensation. Prior to the adoption of the Amendment, a participant who was obligated to pay United States income tax for a given year (a “U.S. Taxable Participant”) did not accrue credited service or covered compensation for that year for purposes of determining benefits under the Plan. As a result of the Amendment, a U.S. Taxable Participant for a given year will accrue credited service and covered compensation for that year for purposes of calculating benefits under the Plan, reduced pro rata for the portion of the participant’s annual compensation attributable to services performed in the United States and subject to U.S. income tax.
Michel Khalaf, the President, Europe, Middle East and Africa of MetLife, Inc., is a participant in the Plan. Any change in the amounts otherwise payable to Mr. Khalaf under the Plan as a result of the Amendment will depend, in part, on the portion of Mr. Khalaf’s credited service and covered compensation under the Plan for 2012 and subsequent calendar years, if any, that are attributable to services performed in the United States and subject to U.S. income tax.
| Item 9.01 | Financial Statements And Exhibits. |
| (a) | Not applicable |
| (b) | Not applicable |
| (c) | Not applicable |
| (d) | Exhibits. |
| 10.1 | Amendment Number Three to the Alico Overseas Pension Plan, effective January 1, 2012, dated May 1, 2012. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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METLIFE, INC. |
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| By: | /s/ Christine M. DeBiase | |||||
| Name: Christine M. DeBiase | ||||||
| Title: Vice President and Secretary | ||||||
Date: May 4, 2012
| EXHIBIT | ||
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NUMBER |
EXHIBIT |
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| 10.1 |
Amendment Number Three to the Alico Overseas Pension Plan, effective January 1, 2012, dated May 1, 2012. |
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AMENDMENT NUMBER THREE
TO
THE ALICO OVERSEAS PENSION PLAN
THE ALICO OVERSEAS PENSION PLAN (the “Plan”) is hereby amended, effective as of January 1, 2012, as follows:
| 1. | Section 1.05 is hereby amended by replacing the last sentence thereof with the following: |
Notwithstanding any other provision of the Plan to the contrary, compensation for personal services performed by an Employee in the United States while a United States citizen, green card holder, or resident alien (within the meaning of Section 7701(b)(1)(A) of the Internal Revenue Code) shall not be recognized as Compensation under the Plan. In the case of an Employee who is a nonresident alien (within the meaning of Section 7701(b)(1)(B) of the Internal Revenue Code), yet is obligated to pay Federal Income Tax in a given tax year due to services performed in the United States, the Employee’s Compensation for such tax year shall be determined in accordance with Section 1.09 and shall not include remuneration attributable to service performed in the United States.
| 2. | Section 1.09 is hereby amended by replacing the last sentence thereof with the following: |
An Employee who is selected by the Plan Administrator or its designee cannot accrue Credited Service and/or Continuous Service under the Plan while he is a citizen of the United States, the holder of a green card, or a resident alien (within the meaning of Section 7701(b)(1)(A) of the Internal Revenue Code) in the United States. In the case of an Employee who is a nonresident alien (within the meaning of Section 7701(b)(1)(B) of the Internal Revenue Code) with respect to the United States, yet is obligated to pay United States federal income tax in a given tax year due to services performed in the United States, (1) such Employee shall accrue Continuous Service for that tax year, and (2) such Employee’s Compensation and Credited Service for that tax year shall not include services performed in the United States, and any remuneration related to such services. Services performed in the United States shall be determined by multiplying the amount of Credited Service to which the Employee would otherwise be entitled for such tax year by a fraction, the numerator of which is the amount of the Employee’s compensation for the taxable year that is subject to taxation in the United States, and the denominator of which is the Employee’s total compensation during the tax year. Remuneration attributable to services in the United States shall be determined by multiplying the Employee’s Compensation for the tax year by such fraction.
| 3. | Section 3.01 is hereby amended by replacing the last paragraph thereof with the following: |
Notwithstanding any other provision of the Plan to the contrary, Credited Service shall not be credited for a period of employment rendered in the United States while the Employees is a United States citizen, green card holder, or resident alien (within the meaning of Section 7701(b)(1)(A) of the Internal Revenue Code) in the United States. For any tax year in which the Employee is considered a nonresident alien (within the meaning of Section 7701(b)(1)(B) of the Internal Revenue Code), Credited Service for such Tax Year shall not include services performed in the United States, as determined in accordance with Section 1.09.
| 4. | Section 4.01 shall be replaced with the following: |
Except as hereinafter provided or as provided in Section 2.04, all service with the Company and with any corporation or other business entity of the Company (including a Participating Company) rendered by an Employee, whether as a Participant or otherwise, prior to his retirement shall be Continuous Service for purposes of the Plan; provided, however, that service performed with the Company while the Employee is a United States citizen, green card holder, or resident alien (within the meaning of Section 7701(b)(1)(A) of the Internal Revenue Code) in the United States shall not be considered Continuous Service. An Employee’s Continuous Service shall be measured in months and years, with each partial month of Continuous Service treated as one full month.
| AMERICAN LIFE INSURANCE COMPANY | ||
| By: | /s/ Mark J. Davis | |
| Mark J. Davis | ||
| Plan Administrator | ||
| Date: | May 1, 2012 |
| Witness: | Sharon Simms |